SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 2
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934:
For the Quarterly Period ended March 31, 2008
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT
For the transition period from __________________ to __________________
Commission File Number: 0-52407
ENVIROSAFE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 94-3251254 |
(State or other jurisdiction of | (IRS Employer Identification No.) |
incorporation or organization) | |
8/F, Tower B, National Software Industry Zone,
Gao Tang Xin Jian Zone, Tian He District
Guangzhou, P.R.China 510663
(Address of principal executive offices)
(8620) 6108-8998 - Tel
(8620) 6108-8999 - Fax
(Issuer's telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller Reporting Company [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of the close of business on April 28, 2008, 2,141,375 shares of our common stock, par value $.0001 per share, were outstanding.
As of the close of business on April 28, 2008, no shares of our preferred stock, par value $.0001 per share, were outstanding.
Copies to:
Jared P. Febbroriello, Esq. LL.M. - Principal
JPF Securities Law, LLC
19720 Jetton Road, 3rd Floor
Cornelius, NC 28031
Phone: (704) 897-8334
Fax: (888) 608-5705
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION
The discussion contained in this 10-Q under the Securities Exchange Act of 1934, as amended, contains forward-looking statements that involve risks and uncertainties. The issuer's actual results could differ significantly from those discussed herein. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "the Company believes," "management believes" and similar language, including those set forth in the discussions under "Notes to Financial Statements" and "Management's Discussion and Analysis or Plan of Operation" as well as those discussed elsewhere in this Form 10-Q. We base our forward-looking statements on information currently available to us, and we assume no obligation to update them. Statements contained in this Form 10-Q that are not historical facts are forward-looking statements that are subject to the "safe harbor" created by the Private Securities Litigation Reform Act of 1995.
PART I FINANCIAL INFORMATION | |
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Item 1. Financial Statements. | |
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• Balance Sheet | 3 |
• Statements of Operations | 4 |
• Statements of Cash Flows | 5 |
• Condensed Notes to Financial Statements | 6 |
1. Organization and Basis for Presentation | 6 |
2. Summary of Significant Accounting Policies | 6 |
3. Earnings (Loss) Per Common Share | 6 |
4. Income Taxes | 7 |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | |
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• Overview | 8 |
• Overall Operating Results | 9 |
• Financial Position and Liquidity | 9 |
• Going Concern | 9 |
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Item 3. Controls and Procedures | 9 |
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Forward-Looking Statements | 9 |
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PART II OTHER INFORMATION | |
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Item 1. Legal Proceedings | 10 |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 10 |
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Item 3. Defaults Upon Senior Securities | 10 |
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Item 4. Submission of Matters to a Vote of Security Holder | 10 |
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Item 5. Other Information | 10 |
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Item 6. Exhibits and Reports on Form 8-K | 10 |
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SIGNATURES | 12 |
Item 1. Financial Statements.
ENVIROSAFE CORPORATION | | | | | | |
BALANCE SHEETS | | | | | | |
MARCH 31, 2008 AND DECEMBER 31, 2007 | | | | | | |
| | | | | | |
| | March 31, 2008 | | | December 31, 2007 | |
Assets | | | | | | |
Current assets: | | | | | | |
Cash and cash equivalents | | $ | - | | | $ | - | |
Total current assets | | | - | | | | - | |
| | | | | | | | |
Total assets | | $ | - | | | $ | - | |
Liabilities and Shareholders’ Deficit | | | | | | | | |
Current liabilities: | | | | | | | | |
Accounts payable and accrued expenses | | $ | 10,000 | | | $ | 10,000 | |
Total current liabilities | | | 10,000 | | | | 10,000 | |
Commitments and contingencies (note 8) | | | | | | | | |
Shareholders’ deficit: | | | | | | | | |
Common stock, $0.0001 par. Authorized 500,000,000 shares; | | | | | | | | |
issued and outstanding 2,141,375 shares at March 31, 2008 and December 31, 2007 | | | 214 | | | | 214 | |
Preferred stock, $0.0001 par. Authorized 10,000,000 shares; | | | | | | | | |
no shares issued and outstanding at March 31, 2008 and December 31, 2007 | | | - | | | | - | |
Additional paid in capital | | | 2,312,230 | | | | 2,312,230 | |
Retained deficit | | | (2,322,444 | ) | | | (2,322,444 | ) |
Total shareholders' deficit | | | (10,000 | ) | | | (10,000 | ) |
Total liabilities and shareholders’ deficit | | $ | - | | | $ | - | |
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See accompanying notes to financial statements. | | | | | |
ENVIROSAFE CORPORATION |
STATEMENTS OF OPERATIONS |
FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007 |
| | | | | | |
| | For the Three Months | |
| | Ended March 31, | |
| | 2008 | | | 2007 | |
REVENUES | | | | | | |
Sales | | $ | - | | | $ | - | |
Cost of sales | | | - | | | | - | |
GROSS PROFIT | | | - | | | | - | |
| | | | | | | | |
OPERATING EXPENSES | | | | | | | | |
General and administrative expenses | | | - | | | | 62 | |
Professional fees | | | - | | | | 150,545 | |
TOTAL OPERATING EXPENSES | | | - | | | | 150,607 | |
| | | | | | | | |
OPERATING (LOSS) | | | - | | | | (150,607 | ) |
| | | | | | | | |
OTHER INCOME (EXPENSE) | | | | | | | | |
Interest expense | | | - | | | | - | |
| | | | | | | | |
NET (LOSS) BEFORE TAXES | | | - | | | | (150,607 | ) |
| | | | | | | | |
NET (LOSS) | | | - | | | $ | (150,607 | ) |
| | | | | | | | |
NET LOSS PER COMMON SHARE | | | | | | | | |
Basic and fully diluted | | $ | - | | | $ | (0.13 | ) |
| | | | | | | | |
| | | | | | | | |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | | | 2,141,375 | | | | 1,123,731 | |
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The accompanying notes are an integral part of these financial statements. |
ENVIROSAFE CORPORATION |
STATEMENTS OF CASH FLOWS |
FOR THE THREE MONTHS ENDING MARCH 31, 2008 AND 2007 |
| | | | | | |
| | 2008 | | | 2007 | |
Cash flows from operating activities: | | | | | | |
Net (loss) | | $ | — | | | $ | (150,607 | ) |
Adjustments to reconcile net loss to net cash (used in) | | | | | | | | |
operating activities: | | | | | | | | |
Issuance of common stock for services rendered | | | — | | | | 150,544 | |
Changes in operating assets and liabilities: | | | | | | | | |
Accounts payable and accrued expenses | | | — | | | | (8,867 | ) |
Net cash (used) in operating activities | | | — | | | | (8,930 | ) |
| | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | — | | | | (8,930 | ) |
Cash and cash equivalents at beginning of period | | | — | | | | 8,951 | |
Cash and cash equivalents at end of period | | $ | — | | | $ | 21 | |
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Supplemental disclosure of non-cash information: | | | | | | | | |
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Common stock issued for services | | $ | - | | | $ | 150,544 | |
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See accompanying notes to financial statements. |
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
For the Three Months Ended March 31, 2008 and 2007
1. Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with both generally accepted accounting principles for interim financial information, and the instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying unaudited condensed financial statements reflect all adjustments (consisting of normal recurring accruals) that are, in the opinion of management, considered necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year.
The unaudited condensed financial statements and related disclosures have been prepared with the presumption that users of the interim financial information have read or have access to our annual audited financial statements for the preceding fiscal year. Accordingly, these unaudited condensed financial statements should be read in conjunction with the financial statements and the related notes thereto contained in the Annual Report on Form 10-KSB for the year ended December 31, 2007.
2. Organization and Business Background
We were incorporated in the state of Delaware in 1996. We were formed to produce a comprehensive suite of disinfecting, cleaning, and bioremediation products for the consumer, commercial, institutional and municipal markets. We were not successful in developing this business model and had very limited revenues.
In 2007, former management resigned and was replaced by a new board and new officers and directors. Recognizing the need to increase shareholder value, the new Board was determined that the only way to enhance shareholder value was to seek potential business opportunities and effect a business combination with a target business with significant growth potential which, in the opinion of our management, could provide a profit to both the Company and our shareholders.
As of March 4, 2008, we executed a Plan of Exchange (the "Agreement"), between and among us, ADDE EDUCATION HLDS LTD., a corporation organized and existing under the laws of Hong Kong Special Administrative Region of People’s Republic of China ("ADDE"), the shareholders of ADDE (the "ADDE Shareholders") and our majority shareholder (the "EVSF Shareholders").
Pursuant to the terms of the Agreement, the transaction will not immediately close but shall be conditioned upon: (1) EVSF shall eliminate all know or potential liabilities of EVSF as of the closing date. This shall include, but is not limited to, any accounts payable, accrued expenses, as well as any liabilities shown on its annual report for the fiscal year of 2007 in FORM 10-KSB filed with the Securities and Exchange Commission prior to the closing; (2) EVSF and EVSF shareholders shall pledge that any expenses concerning any known or unknown lawsuits, legal disputes or any correlation expenses caused by original EVSF Corporation and their shareholders, EVSF shall undertake full responsibility and afford the correlation expenses after the closing. A comfort letter referencing EVSF prepared by a third party law firm confirming that to the best of their knowledge after reasonable due diligence, EVSF has no pending or threatened litigation; (3) a deposit of 632,253 shares of common stock of EVSF into the escrow account of Greentree Financial Group, Inc. ("Escrow Agent") in exchange for the cash payment of $260,000 and $260,000 promissory note made by ADDE Shareholders to Guoqiang Zhan ("Mr. Zhan"), the new president of EVSF, which shall also be simultaneously deposited into the escrow account of escrow agent, (4) the issuance of 20,000,000 new shares of common stock and 1,350,000 new shares of preferred stock of EVSF to the ADDE shareholders, which should take no longer than 60 days, (5) the resignation of Mr. Zhan from the board of directors and as officer of EVSF and appointment of his successor(s) as designated by ADDE and/or the ADDE Shareholders, (6) a pledge of 10,000,000 shares of EVSF common stock to be used as collateral on the above mentioned promissory note, (7) a fully executed guarantee of the promissory note from EVSF in favor of Mr. Zhan. Upon completion of the exchange, ADDE will be our 100% owned subsidiary.
Upon the delivery of 20,632,253 shares of common stock (including 632,253 common shares from the EVSF Shareholders), and 1,350,000 new shares of our preferred stock, to ADDE Shareholders, ADDE Shareholders will hold a 'controlling interest' in us representing approximately 93.2% of the then issued and outstanding our common shares. Furthermore, the designees of ADDE will be appointed to the Board of Directors after the closing. Subsequent to the appointment of ADDE designees, our current management will resign from the Board of Directors.
We have agreed to use our best efforts to insure the escrow conditions under the escrow agreement will be satisfied as promptly as practicable so that the closing conditions under the agreement will occur. We expect that the closing will occur in the second quarter of 2008. An additional current report on Form 8-K will be filed after the closing.
If we are successful with the closing of this transaction, we will provide the detailed business description and audited financials of the acquired company within the time periods proscribed by the federal securities laws.
3. Summary of Significant Accounting Policies
Cash and Cash Equivalents
We consider all highly liquid debt instruments and other short-term investments with an initial maturity of three months or less to be cash or cash equivalents.
We may in the future maintain cash and cash equivalents with a financial institution that exceeds the limit of insurability under the Federal Deposit Insurance Corporation. Management’s evaluation of the financial strength of its financial institution, we believe the risk of maintaining deposits in excess of federal deposit limits at its financial institution is limited and does not pose a material risk.
Revenue Recognition
We record our transactions under the accrual method of accounting whereby income is recognized when the services are performed.
Income Taxes
We adopted the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 109, Accounting for Income Taxes. The Statement requires an asset and liability approach for financial accounting and reporting of income taxes, and the recognition of deferred tax assets and liabilities for the temporary differences between the financial reporting bases and tax bases of our assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
For the Three Months Ended March 31, 2008 and 2007
Use of Estimates
The preparation of financial statements in conformity with the accounting principles generally accepted in the Untied States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
The carrying amounts reported in the balance sheets for cash and cash equivalents, and accounts payable approximate fair value because of the immediate or short-term maturity of these financial instruments. No other new accounting pronouncement issued or effective has had or is expected to have a material impact on the company’s financial statements.
Stock-Based Compensation
We measure compensation expense for our non-employee stock-based compensation under the Financial Accounting Standards Board (FASB) Emerging Issues Task Force (EITF) Issue No. 96-18, “Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services ”. The fair value of the option issued is used to measure the transaction, as this is more reliable than the fair value of the services received. The fair value is measured at the value of our common stock on the date that the commitment for performance by the counterparty has been reached or the counterparty’s performance is complete. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital.
Common Stock Issued For Other Than Cash
Services purchased and other transactions settled in our stock are recorded at the estimated fair value of the stock issued if that value is more readily determinable than the fair value of the consideration received.
Recent Accounting Pronouncements
We have reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.
In February 2007, the FASB issued Statement of Financial Accounting Standard No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS No. 159”). This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Companies should report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. This statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The Company is currently assessing the potential impact, if any, for the adoption of SFAS No.159 on its financial statements.
In December 2007, the FASB issued two new statements: (a.) SFAS No. 141(revised 2007), Business Combinations, and (b.) No. 160, Noncontrolling Interests in Consolidated Financial Statements. These statements are effective for fiscal years beginning after December 15, 2008 and the application of these standards will improve, simplify and converge internationally the accounting for business combinations and the reporting of noncontrolling interests in financial statements. The Company is in the process of evaluating the impact, if any, on SFAS 141 (R) and SFAS 160 and does not anticipate that the adoption of these standards will have any impact on its financial statements.
(a.) SFAS No. 141 (R) requires an acquiring entity in a business combination to: (i) recognize all (and only) the assets acquired and the liabilities assumed in the transaction, (ii) establish an acquisition-date fair value as the measurement objective for all assets acquired and the liabilities assumed, and (iii) disclose to investors and other users all of the information they will need to evaluate and understand the nature of, and the financial effect of, the business combination, and, (iv) recognize and measure the goodwill acquired in the business combination or a gain from a bargain purchase.
(b.) SFAS No. 160 will improve the relevance, comparability and transparency of financial information provided to investors by requiring all entities to: (i) report noncontrolling (minority) interests in subsidiaries in the same manner, as equity but separate from the parent’s equity, in financial statements, (ii) net income attributable to the parent and to the non-controlling interest must be clearly identified and presented on the face of the statement of income, and (iii) any changes in the parent’s ownership interest while the parent retains the controlling financial interest in its subsidiary be accounted for consistently.
4. Income Taxes
Effective July 14, 2000, we adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 109, “Accounting for Income Taxes”. The statement requires an asset and liability approach for financial accounting and reporting for income taxes, and the recognition of deferred tax assets and liabilities for the temporary differences between the financial reporting basis and tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. Because of its history of losses, we have not had any material federal or state income tax obligations. Due to the anticipated use of net operating loss carryforwards to offset future year income, no provision for income taxes was recorded for the three-month period ended March 31, 2008. The Company’s net operating loss carryforwards totaled ($2,322,444) at March 31, 2008, expiring through March 31, 2028. When there has been a change in an entity’s ownership, utilization of net operating loss carryforwards may be limited. Because of the changes in the ownership of our prior acquisitions, the use of these acquired net operating losses will be limited and may not be available to offset future taxable income.
There were no provisions for income taxes for the three month period ended March 31, 2008.
At March 31, 2008, deferred tax assets approximated the following:
| | | |
Deferred tax assets | | $ | 970,000 | |
Valuation for deferred asset | | | (970,000 | ) |
Net deferred tax assets | | $ | — | |
At March 31, 2008, we had accumulated deficits approximating $2,322,000, available to offset future taxable income through 2028. We established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in the future period.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
For the Three Months Ended March 31, 2008 and 2007
5. Capital Transactions
On April 23, 2007, we performed a one-for-three-hundred (1:300) reverse stock split of our outstanding shares of common stock. The number of our outstanding shares of common stock at that date was reduced from 342,375,000 to 1,141,375 shares and the par value of our common stock was unchanged at $0.0001. The financial statements amounts and shares herein have been retroactively adjusted thereto for the reverse split.
6. Going Concern
Our financial statements have been prepared on the basis that we will continue as a going concern, which contemplates the realization of asset values and the satisfaction of liabilities in the normal course of business. Certain conditions indicate that we may be unable to continue as a going concern:
· | We reported net losses of $-0- and $150,607, respectively for the three months ended March 31, 2008 and 2007. |
· | At March 31, 2008, stockholder's deficit was ($10,000) and included an accumulated deficit of ($2,322,444). |
· | At March 31, 2008 there was a working capital deficit of $10,000. |
· | We have limited revenue prospects and have had no revenue in the past two years. |
· | Our ability to continue as a going concern is dependent upon our generating revenues and profit margins to cover cost of revenues and other operating expenses, generating positive cash flows from operations, obtaining debt or equity capital to fund expected negative operating cash flows and returning to profitable operations. |
· | We may be forced to liquidate our assets and cease operations if we are unable to raise sufficient capital to support operations and to satisfy its obligations. |
In connection with these issues, we are implementing the following operating and management plans to in order to provide positive cash flow from operations during the subsequent periods:
· | Develop our primary business products and develop a customer base and production facilities and capacity to manufacture products. |
· | Develop strategic partnerships with major companies to support our sales and marketing strategy, and production and manufacturing capacity. |
· | Negotiate with capital and debt funding sources to provide working capital to fund the growth and operations. |
The following discussion and analysis provides information that management believes may be useful in understanding our operating results, cash flows and financial condition. This discussion should be read in conjunction with the unaudited financial information and related notes included in this Form 10-QSB.
The following discussion contains various “Forward-Looking Statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The readers are referred to the statement entitled “Forward-Looking Statements” located at the end of Part I of this report.
We have adopted the provisions of Statement of Financial Accounting Standard No. 123 (Revised 2004), Share-Based Payment (SFAS No. 123R), and the new accounting standard for expensing stock options, in the three months ended March 31, 2008. All financial results presented in this Form 10-QSB include the impact of expensing stock options.
Overview
Our financial statements have been prepared on the basis that we will continue as a going concern, which contemplates the realization of asset values and the satisfaction of liabilities in the normal course of business. Certain conditions indicate that we may be unable to continue as a going concern:
- We reported net losses of $-0- and $150,607 for the three months ended March 31, 2008 and 2007, respectively.
- Net cash used by in our operating activities was $-0- and $8,930 the three month periods ended March 31, 2008 and 2007, respectively.
- We are unable to generate business opportunities.
- At March 31, 2008, stockholder's deficit was $(10,000) and included an accumulated deficit of $(2,322,444).
- At March 31, 2008, there was a working capital deficit of $10,000.
- We had no revenues for the three months ended March 31, 2008 and 2007.
We do not expect positive cash flow from operations for the 2008 fiscal year and we may require additional funding to cover expected negative cash flows until the end of fiscal year 2008.
Our ability to continue as a going concern is dependent upon generating revenues and gross profit margins to cover cost of services and other operating expenses, generating positive cash flows from operations, obtaining debt or equity capital to fund expected negative operating cash flows and returning us to profitable operations.
We have not generated any revenues during the three months ended March 31, 2008 and 2007.
We generated net losses of $-0- and $150,607 for the three months ended March 31, 2008 and 2007, respectively. The losses for the periods were due to general and administrative expenses and the non-cash professional fees resulting from the issuance of shares of common stock for services rendered in 2007. These shares are fully discussed above in previous sections herein.
As of March 31, 2008 we had accumulated $2,322,444 in operating losses that may, on a limited basis, be offset against future taxable income. There are limitations on the amount of net operating loss carryforwards that can be used. No tax benefit has been reported in the financial statements.
Financial Position and Liquidity
Total assets were $-0- at March 31, 2008, no decrease from total assets at year-end 2007.
Total liabilities were $10,000 at March 31, 2008, compared to total liabilities of $10,000 at year-end 2007. The liability was solely due to the 2007 audit fee.
As of March 31, 2008 and at December 31, 2007, we had $-0- in cash and cash equivalents.
Going Concern
Our financial statements have been prepared on the basis that we will continue as a going concern, which contemplates the realization of asset values and the satisfaction of liabilities in the normal course of business. Certain conditions indicate that we may be unable to continue as a going concern:
· | We reported net losses of $-0- and $150,607, respectively for the three months ended March 31, 2008 and 2007. |
· | At March 31, 2008, stockholder's deficit was ($10,000) and included an accumulated deficit of ($2,322,444). |
· | At March 31, 2008 there was a working capital deficit of $10,000. |
· | We have limited revenue prospects and have had no revenue in the past two years. |
· | Our ability to continue as a going concern is dependent upon our generating revenues and profit margins to cover cost of revenues and other operating expenses, generating positive cash flows from operations, obtaining debt or equity capital to fund expected negative operating cash flows and returning to profitable operations. |
· | We may be forced to liquidate our assets and cease operations if we are unable to raise sufficient capital to support operations and to satisfy its obligations. |
In connection with these issues, we are implementing the following operating and management plans to in order to provide positive cash flow from operations during the subsequent periods:
· | Develop our primary business products and develop a customer base and production facilities and capacity to manufacture products. |
· | Develop strategic partnerships with major companies to support our sales and marketing strategy, and production and manufacturing capacity. |
· | Negotiate with capital and debt funding sources to provide working capital to fund the growth and operations. |
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 (“Exchange Act”) is recorded, processed, summarized and reported within the specified time periods. Our Chief Executive Officer and our Chief Financial Officer (collectively, the “Certifying Officers”) are responsible for establishing and maintaining adequate internal control over financial reporting for us . The controls and procedures established by us are designed to provide reasonable assurance that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.
Changes in Internal Control over Financial Reporting
There were no changes in the our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Forward-Looking Statements
This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operation” in Item 2, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include expectations concerning gross margin improvements, increasing raw material costs, contributions to our U.S. and international pension and benefit plans, borrowing capacity, plans to re-finance existing debt and favorable short-term liquidity requirements. Without limiting the foregoing, words or phrases such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “we believe,” “estimate,” “project” (including the negative or variations thereof) or similar terminology, generally identify forward-looking statements. Forward-looking statements may also represent challenging goals for us. Management cautions that undue reliance should not be placed on such forward-looking statements, which speak only as of the date made.
PART II. OTHER INFORMATION
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information
None
(1) | Exhibits: Exhibits required to be attached by Item 601 of Regulation S-B are listed in the Index to Exhibits Beginning on page 8 of this Form 10-QSB, which is incorporated herein by reference. |
Reports on Form 8-K filed in the first quarter of 2008
(1) | On March 11, 2008, we filed a current report on Form 8-K under Item 1.01 Entry Into A Material Definitive Agreement to announce that we and ADDE Education Hlds Ltd. entered into a Plan of Exchange. |
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Exhibit
Number Description
* Filed herewith.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
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| ENVIROSAFE CORPORATION |
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Date: April 28, 2008 | By: | /s/ Guoqiang Zhan |
| Guoqiang Zhan |